SIDELINE SCOUT SOFTWARE LICENSE SUBSCRIPTION AGREEMENT

This Agreement is a subscription contract for services setting forth the terms and conditions of the license to use SIDELINE SCOUT SOFTWARE, SIDELINE LIVE and/or POOLSIDE LIVEas defined below and in the attached quote provided. It is understood that this Agreement shall have been executed by a person having the legal capacity to bind the firm and its partners, associates, shareholders or members. This Agreement is terminable by either Party pursuant to the terms contained herein and, unless otherwise terminated consistent herewith, shall automatically renew from year to year.

SOFTWARE: The term “Software” shall mean SIDELINE SCOUT SOFTWARE, SIDELINE LIVEor POOLSIDE LIVE SOFTWARE or any or all thereof, as applicable, and any other computer software or electronic files provided by GameDay Edge to Licensee under the terms of this Agreement.

LICENSEE: The term “Licensee” shall mean the individual customer or organization to whom is granted the License(s) under the terms of this Agreement.

CONTACT PERSON: The term “Contact Person” shall mean the person designated by the Licensee, if another, to receive all notices or other information regarding or affecting the License(s) or the Software. Licensee agrees to provide to GameDay Edge with the name, address, telephone number and email address of said Contact Person and any changes thereto.

PAYMENT TERMS AND TERMINATION: This Yearly subscription contract for services is payable by means of a Yearly Subscription Fee, which fee shall be chargeable and accrue on or about the same business day of each year until termination of this Agreement by GameDay Edge or until Licensee notifies GameDay Edge of, and GameDay Edge receives, notice of termination by Licensee in writing. Payment of YearlySubscription Fees shall be made automatically by means of a charge by GameDay Edge against Licensee’s bank debit or credit card account, and Licensee agrees to keep said account current and in good standing such that charges against same may be collected; and further, to provide GameDay Edge promptly of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of said Yearly payment. GameDay Edge suggests a 90 day call with licensee prior to the 1 year mark of the agreement renewal.GameDay Edge is not obligated to prorate or to refund any accrued YearlySubscription Fees. YearlySubscription Fees are due and payable to GameDay Edge at its offices in Tulsa, Oklahoma, on or about the same business day of each year in advance without demand (hereinafter “Due Date”). Any YearlySubscription Fees that are due and payable to, and not received by, GameDay Edge by the Due Date shall be considered delinquent. GameDay Edge retains the right to, and shall, terminate Licensee’s access to the Software in the event that Licensee is delinquent as defined above. AN ACTIVE SUBSCRIPTION IS REQUIRED IN ORDER TO USE THE SOFTWARE OR TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, ACTIVATION, RE-ACTIVATION, REGISTRATION, RE-REGISTRATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER USER, AND TERMINATION OF LICENSEE’S SUBSCRIPTION FOR ANY REASON SHALL FORTHWITH SERVE TO DENY ACCESS TO THE SOFTWARE AND THESE SERVICES AS AFORESAID. Program updates are provided free of charge to all SideLine ScoutLicensees having an active technical support services account.

ADDITIONAL TERMS

UPDATES: Except as otherwise provided in this Agreement, while this Agreement is in effect, GameDay Edge shall provide Licensee with all applicable updates and upgrades for the Software at no additional charge. GameDay Edge reserves the right to provide updates and upgrades via Internet download or via CD-ROM or other medium to be determined at the sole discretion of GameDay Edge. Current updates and upgrades shall not be made available to a Licensee who is delinquent as defined above.

ADDITIONAL SERVICES: Game Day Edge offers standard customer support relative to the Software at no additional charge to current subscribers. GameDay Edge reserves the right to change, add or remove items from the list of Additional Services, whether free or chargeable, or to charge a fee for any Additional Service prior to its delivery and to deny the Additional Service to any Licensee for any reason in the sole discretion of GameDay Edge. These and other services may be offered to Licensee by mail, electronic mail, text messaging, telephone, facsimile, by means of the GameDay Edge web site or by any other method, at the sole discretion of GameDay Edge.

LIMITED WARRANTY: THIS SOFTWARE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GameDay EdgeDISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK RELATED TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS ON THE LICENSEE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. In the event GameDay Edge fails to remedy material defects in the Software, Licensee’s exclusive remedy shall be, at GameDay Edge’s option, either (a) to receive a refund not to exceed the license fee paid hereunder for the current term of the Agreement, or (b) to correct the Software at GameDay Edge’s sole expense.Elite Support package clients will receive hardware support and/or placement of SideLine Scout System as deemed necessary by GameDay Edge while Licensee Elite Support is current.NO LIABILITY FOR DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GameDay EdgeBE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF GameDay EdgeHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

GENERAL: In the event the terms of this Agreement conflict with any other representations, either express or implied, made by any person or contained within any materials supplied by GameDay Edge, the provisions of this Agreement shall prevail. All prices and terms are subject to change and GameDay Edge reserves the right to increase Licensee’s Yearly Subscription Fee rate.This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Oklahoma. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable then the provision shall be severed and the other provisions shall remain in full force and effect. Venue for any cause of action arising under or in connection with this Agreement shall be Tulsa County, Oklahoma, for state law matters and the District of Oklahoma, Tulsa, Oklahoma, for federal law matters. Licensee’s acceptance of this Agreement constitutes express written consent for GameDay Edge to send information to Licensee or Licensee’s designee for any purpose via facsimile transmission or by text messaging to any wireless device number that Licensee or Licensee’s designee provides to GameDay Edge, and constitutes express written consent for GameDay Edge to contact Licensee or Licensee’s designee via telephone or electronic mail, or via any wireless telephone number that Licensee or Licensee’s designee provides to GameDay Edge. Failure by GameDay Edge to exercise any of its rights under this Agreement shall not be construed as to waive GameDay Edge’s ability to exercise such rights thereafter.